Factorial provides extensive liability disclaimers using industry-standard language. Clause 11.1 states the platform is provided 'AS IS' and 'AS AVAILABLE' with no guarantees regarding validity, accuracy, reliability, availability, suitability, quality, non-infringement, or uninterrupted operation. Clause 11.2 commits to a Service Level Agreement (SLA) with public availability metrics (link provided). Clause 11.3 excludes liability for indirect, incidental, consequential, punitive, or special damages, including lost profits, lost income, data loss (not directly caused by Factorial), and failures beyond Factorial's control or not reasonably foreseeable. Liability is capped at the total amount paid in the 12 months prior to the harm (or 12 times last monthly payment if less than 12 months active) per clause 11.4. Claims must be notified within 20 calendar days of discovery (11.6). The language is clear and appropriately emphasized in CAPS. However, the cap is reasonable but the exclusions are sweeping, particularly for data loss (11.3 carves out liability for data loss 'not attributable to any direct and sufficiently proven breach'), and the 20-day notice requirement is relatively short under common-law standards.

Factorial employs a dual modification regime. General terms can be changed under clause 14.1-14.2: 'Factorial reserves the right to update these Terms and Conditions periodically if deemed necessary... IT IS CLIENT'S RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS AND CONDITIONS. IF YOU CONTINUE TO ACCESS AND USE THE FACTORIAL PLATFORM... YOU WILL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATION.' This imposes a browsewrap-style continued-use acceptance with no active notice required; the burden is on the customer to review. However, clause 8.5 provides a mitigating framework for 'essential contractual conditions' and price: Factorial must provide 45 days advance notice (monthly) or 60 days (annual) before price or material changes take effect. Customers can reject these changes in writing before the notice period expires and must cease using the platform before the change takes effect; non-cessation is deemed acceptance. The original terms remain in effect until the notice period expires. Clause 14.2 also allows for continued-use acceptance of modifications after the notice period, which could be read as creating a second acceptance trigger. No dated version history or archive is maintained; customers cannot readily track what changed. Clause 8.10 allows Factorial to charge back the difference between discounted and regular price if service is terminated during a discount period.

Clause 19.1 establishes Spanish law as the governing law without a savings clause for mandatory consumer protections in other jurisdictions. Clause 19.2 specifies exclusive jurisdiction and competence of Barcelona courts and tribunals, with explicit waiver of any other jurisdiction: 'the User and Factorial submit to the jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them by law, unless the applicable legislation provides otherwise.' This creates a Barcelona-only forum for disputes. Critically, there is NO mandatory pre-dispute arbitration, NO class-action waiver, and NO jury trial waiver (the last is not applicable in Spain). Clause 19.2 requires a 15 working day mandatory amicable resolution period before either party may file legal action. The phrase 'unless the applicable legislation provides otherwise' suggests a modest carve-out for mandatory local consumer protections (e.g., EU rules requiring local courts for consumers), but it is not explicit. For non-EU consumers, the Barcelona-only forum is restrictive and expensive.

Factorial defines clear registration requirements (clause 4.1: contact address, telephone, accurate data), sets user responsibility for password confidentiality (4.4), and describes account blocking for suspected compromise (4.5). Termination procedures require written notice with defined lead times (15 days for monthly, 30 days for annual per clause 15.3). Data export is available before cancellation (10.6). However, critical gaps exist: no formal appeal process for suspension or termination is documented, no distinction between justification levels (e.g., policy violation vs. fraud), and the clause 4.2 fraud/AML grounds for refusal are unilateral and undefined. Termination does not trigger pro-rata refunds (15.4). The 1-year data retention post-cancellation (10.5) is longer than GDPR minimization principles but complies with stated policy.

Factorial establishes clear acceptance at registration (clause 2.2), specifies scope (HR/administrative platform for employers), and sets age/capacity requirements (clause 2.3). However, clause 14.2 uses continued-use-equals-acceptance for general modifications: 'If you continue to access and use the Factorial Platform... you will be deemed to have accepted such modification.' This creates a browsewrap-style binding for non-price changes, shifting review burden onto customers. Mitigating factor: clause 8.5 provides 45-60 day advance notice for price changes and essential terms, with explicit right to reject and terminate, partially offsetting the general-change risk.

Factorial commits to a Data Processing Agreement (DPA) per clause 10.1, which governs personal data protection under applicable law (GDPR, CCPA, etc.). The DPA is made part of these T&Cs and acts as the primary privacy contract. Factorial pledges data anonymization (10.4) for analytics and statistical use. Data retention is clearly defined: 30 days blocking post-cancellation, then 1 year for regulatory access, then permanent deletion (10.5). Data export tools are provided before cancellation (10.6). Confidentiality obligations survive termination (10.10) and apply to both parties. However, key gaps exist: (1) clause 10.1 places onus on customer to access and sign the DPA link; (2) clause 10.13 (AI Features) grants Factorial and third-party AI providers processing rights 'in accordance with these Terms' without explicit granular consent controls; (3) clause 10.2 allows Factorial to demand fresh DPA adaptation for new services without notice. Clause 10.7 allows disclosure of contract scope and employee count to authorities and third parties for reference/tender purposes without explicit consent.